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                                                                   Exhibit 10.19

                                   CART, INC.

                      OFFICIAL ORGANIZER/PROMOTER AGREEMENT

                                MONTERREY, MEXICO

                           DRAFT as of: March 28, 2000
                                       .


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         CART, INC.
         OFFICIAL ORGANIZER/PROMOTER AGREEMENT


The undersigned hereby applies for the right to conduct a FedEx Championship
Series (herein sometimes referred to as "the Series") race Competition
sanctioned or co-sanctioned by CART, Inc.("CART"), upon the following terms and
conditions. It is understood that this is an application only until accepted and
approved by CART in writing and that this Competition shall not be advertised or
communicated to the public, press or any other media or business arrangement as
having been approved by CART until this application has been so approved and
until an official sanction has been granted by CART.


         Track:                       Monterrey, Mexico
         Location:                    Monterrey, Nuevoleon, Mexico
         Organizer/Promoter:          Monterrey Grand Prix, 5. de R.L. de C.V.
         Address:                     c/o 301 W. Michigan Avenue
                                      Jackson, MI 49201
         Telephone:                   (517) 787-6633
         Facsimile:                   (517) 787-6630
         E-mail Address:
         Race Distance:               TBD
         Track Length and Type:       Road Course
         Postponed Date:              Rain tires to be used.


DEFINITIONS:

         A.       The term "Competition" as used herein shall include the annual
                  Champ Car race(s) designated hereinabove, as well as all time
                  trials, practice runs and rain or postponed dates related
                  thereto.

         B.       The term "Event" as used herein shall include the
                  Competition(s) as well as any other race(s), race-related
                  activities or any other activities associated with the
                  Competition(s), as approved by CART hereunder.

         C.       The terms "Dollars" and "$" refer to the lawful currency of
                  the United States of America.

         D.       References in this Agreement to "FedEx" shall be to Federal
                  Express Corporation, and/or (where applicable) any successor
                  or additional Series title or co-title sponsor.


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1.       A.       Subject to compliance with all the terms and conditions set
                  forth in this Agreement, Organizer/Promoter shall organize,
                  promote and conduct a FedEx Championship Series race
                  Competition in the following year(s): 2001-2005.

         B.       Organizer/Promoter and CART will mutually agree as to the date
                  for each race hereunder. The parties agree that they will
                  exercise reasonable efforts to schedule the races during the
                  same weekend each year and acknowledge the desirability of
                  such date equity. If, however, due to television and
                  scheduling conflicts, in CART's sole discretion it becomes
                  necessary to schedule a race for a different weekend, CART
                  will exercise reasonable efforts to notify Organizer/Promoter
                  of such intention at the earliest possible time.

         C.       Organizer/Promoter agrees not to organize, promote, conduct,
                  authorize or permit the staging of any other major motor
                  racing event(s) at the track(s) designated hereinabove,
                  without the written approval of CART, within the following
                  period of time either preceding or following any Competition
                  hereunder: three (3) weeks.

         D.       It is the intention of both CART and Organizer/Promoter to
                  establish a long-term relationship with a view to gaining the
                  greatest possible benefits for CART and Organizer/Promoter.
                  Therefore, provided Organizer/Promoter is not in breach of any
                  provision of this Agreement, CART and Organizer/Promoter shall
                  commence good faith negotiations with a view to mutually agree
                  on terms and conditions for the extension of this Agreement
                  beyond the Events covered hereunder. Such negotiations shall
                  commence on or about six (6) months following the 2003 Event
                  and shall continue on an exclusive basis for a period of six
                  (6) months.

         E.       In addition to the annual FedEx Championship Series
                  Competition to be conducted by Organizer/Promoter, the other
                  races to be held during each Event may include up to three (3)
                  support races to be provided by CART, subject to a further
                  mutual agreement as to the commercial terms for such
                  additional races. However, it is understood that for each
                  Event covered by this Agreement, CART will provide the Indy
                  Lights races at no additional fee to Organizer/Promoter.


2.       The total Organization and Rights Fee payable for the 2001 Competition
         shall be Two Million Five Hundred Ninety Thousand ($2,590,000.00)
         Dollars and shall be paid to CART as follows:



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         A.       Fifteen (15%) percent, or Three Hundred Eighty Eight Thousand
                  Five Hundred ($388,500.00) Dollars not later than six (6)
                  months prior to the date of the race.

         B.       Thirty-five (35%) percent, or Nine Hundred Six Thousand Five
                  Hundred ($906,500.00) Dollars not later than three (3) months
                  prior to the date of the race.

         C.       The balance due of One Million Two Hundred Ninety Five
                  Thousand ($1,295,000.00) Dollars not later than thirty (30)
                  days prior to the date of the race.


3.       The total Organization and Rights Fee payable for the 2002 Competition
         shall be Two Million Seven Hundred Four Thousand Four Hundred
         ($2,704,400.00) Dollars and shall be paid to CART as follows:

         A.       Fifteen (15%) percent, or Four Hundred Five Thousand Six
                  Hundred Sixty ($405,660.00) Dollars not later than six (6)
                  months prior to the date of the race.

         B.       Thirty-five (35%) percent, or Nine Hundred Forty Six Thousand
                  Five Hundred Forty ($946,540.00) Dollars not later than three
                  (3) months prior to the date of the race.

         C.       The balance due of One Million Three Hundred Fifty Two
                  Thousand Two Hundred ($1,352,200.00) Dollars not later than
                  thirty (30) days prior to the date of the race.


4.       The total Organization and Rights Fee payable for the 2003 Competition
         shall be Two Million Eight Hundred Twenty Three Thousand Three Hundred
         Ninety Three Dollars and Sixty ($2,823,393.60) Cents and shall be paid
         to CART as follows:

         A.       Fifteen (15%) percent, or Four Hundred Twenty Three Thousand
                  Five Hundred Nine Dollars and Four ($423,509.04) Cents by
                  December 1, 2002.

         B.       Thirty-five (35%) percent, or Nine Hundred Eighty Eight
                  Thousand One Hundred Eighty Seven Dollars and Seventy Six
                  ($988,187.76) Cents by January 1, 2003.

         C.       The balance due of One Million Four Hundred Eleven Thousand
                  Six Hundred Ninety Six Dollars and Eighty ($1,411,696.80)
                  Cents not later than thirty (30) days prior to the date of the
                  race.


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5.       The total Organization and Rights Fee payable for the 2004 Competition
         shall be Two Million Eight Hundred Ninety Nine Thousand Six Hundred
         Twenty Five Dollars and Twenty ($2,899,625.20) Cents and shall be paid
         to CART as follows:

         A.       Fifteen (15%) percent, or Four Hundred Thirty Four Thousand
                  Nine Hundred Forty Three Dollars and Seventy Eight
                  ($434,943.78) Cents by December 1, 2003.

         B.       Thirty-five (35%) percent, or One Million Fourteen Thousand
                  Eight Hundred Sixty Eight Dollars and Eighty Two
                  ($1,014,868.82) Cents by January 1, 2004.

         C.       The balance due of One Million Four Hundred Forty Nine
                  Thousand Eight Hundred Twelve Dollars and Sixty
                  ($1,449,812.60) Cents not later than thirty (30) days prior to
                  the date of the race.


6.       The total Organization and Rights Fee payable for the 2005 Competition
         shall be Three Million Four Thousand Eleven Dollars and Seventy
         ($3,004,011.70) Cents and shall be paid to CART as follows:

         A.       Fifteen (15%) percent, or Four Hundred Fifty Thousand Six
                  Hundred One Dollars and Seventy Six ($450,601.76) Cents by
                  December 1, 2004.

         B.       Thirty-five (35%) percent, or One Million Fifty One Thousand
                  Four Hundred Four Dollars and Nine ($1,051,404.09) Cents by
                  January 1, 2005.

         C.       The balance due of One Million Five Hundred Two Thousand Five
                  Dollars and Eighty Five ($1,502,005.85) Cents not later than
                  thirty (30) days prior to the date of the race.


7.       Organizer/Promoter expressly understands and agrees that said
         Organization and Rights Fees are intended to be net and are
         non-refundable except as expressly provided in this Agreement. If said
         Organization and Rights Fees are not paid to CART in the manner and by
         the time provided above, CART shall have the option to declare this
         Agreement terminated after a fourteen (14) day notice of
         default/opportunity to cure, in which circumstance CART will be
         relieved from any further liability or responsibility hereunder, and in
         addition, Organizer/Promoter shall forthwith pay to CART and CART shall
         be entitled to enforce collection of the total amount required under
         this Agreement for the Competition for which such fees are not paid and
         for the following year's


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         Competition as liquidated damages, together with all costs incurred by
         CART in connection therewith, including reasonable attorney fees, and
         interest at the rate of twelve (12%) percent per annum. Upon receipt in
         full of the amounts specified in this Paragraph 7, CART acknowledges
         that the receipt of said sums shall be CART's sole and exclusive remedy
         in the event CART terminates this Agreement as provided in this
         Paragraph 7. Organizer/Promoter shall be responsible for payment of any
         taxes assessed by any taxing authority on the Organization and Rights
         Fees and/or any withholding requirements based on the distribution of
         same to the teams. Any such tax liability shall be in addition to the
         Organization and Rights Fees payable hereunder. In no event will
         Organizer/Promoter be responsible for any taxes imposed by any taxing
         authority on the income of CART.


8.       Organizer/Promoter shall not be responsible for any purse distribution
         whatsoever in respect to a Competition. CART must approve any and all
         awards given in conjunction with a Competition and/or for the FedEx
         Championship Series or any other CART sanctioned activity.
         Organizer/Promoter agrees to provide driver and owner trophies in
         recognition and representative of the achievements of at least the
         first three (3) finishing positions in each Competition.


9.       A.       CART shall be responsible for providing not less than
                  twenty (20) entrants for each Competition. If CART is unable
                  to provide twenty (20) entrants for any Competition,
                  Organizer/Promoter shall have the right to cancel such
                  Competition, providing that Organizer/Promoter first informs
                  CART in writing of such intent, and provided further that
                  twenty (20) entries have not been received within seven (7)
                  days after receipt by CART of such notice. If
                  Organizer/Promoter under these circumstances exercises this
                  cancellation right, CART will reimburse Organizer/Promoter for
                  the portion of the Organization and Rights Fee theretofore
                  paid for such Competition.

         B.       Either party hereto shall have the right to cancel a
                  Competition due to a "force majeure". "Force majeure" shall
                  mean any event or circumstances (whether arising from natural
                  causes, human or governmental agency or otherwise) beyond the
                  control of the parties including by way of illustration, but
                  not by way of limitation, strikes, lock-outs or other labor
                  disputes, civil strife, war, flood, fire, or acts of God. If
                  there is an unexpected cancellation due to a "force majeure",
                  Organizer/Promoter will be entitled to the return of the
                  portion of the Organization and Rights Fee theretofore paid,
                  except that Organizer/Promoter agrees that CART may retain a
                  sum equivalent to the necessary expenses reasonably incurred
                  by CART and its teams in preparing for such Competition,
                  provided, however, that where CART receives not less than ten
                  (10) business days notice of such unexpected cancellation, the
                  parties acknowledge that such expenses will


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                  be primarily limited to actual CART and team out-of-pocket,
                  non-refundable expenditures, i.e., hotel deposits, airline
                  ticketing, car rental, other ground transportation
                  arrangements, etc., which expenses shall be mutually agreed
                  by the parties provided, however, that if the parties are
                  unable to agree informally as to the amount of such
                  expenses, such dispute shall be submitted to binding
                  arbitration and the result of such arbitration shall be
                  enforceable by any court having jurisdiction.

         C.       If Organizer/Promoter cancels or fails to stage a Competition
                  for any reason other than those mentioned within this
                  Paragraph 9, Organizer/Promoter shall forthwith pay to CART
                  and CART shall be entitled to enforce collection of the total
                  amount required under this Agreement for the Competition that
                  was not held and the following year's Competition as
                  liquidated damages, together with all costs incurred by CART
                  in connection therewith, including reasonable attorney fees,
                  and interest at the rate of twelve (12%) percent per annum.
                  Upon receipt in full of the amounts specified in this
                  Paragraph 9C, CART acknowledges that the receipt of said sums
                  shall be CART's sole and exclusive remedy in the event
                  Organizer/Promoter cancels or fails to state a Competition.


10.      Except as expressly provided herein, Organizer/Promoter owns and shall
         have exclusive control over all commercial rights to each Event
         including by way of illustration, but not by way of limitation, the
         right to sell and receive all the proceeds from Event sponsorships,
         signage, admission tickets, programs, novelties, concessions (including
         food and beverage), catering (including food and beverage), hospitality
         facilities, hotel rooms, expositions, displays, parking spaces,
         banquets and licenses to parades.


11.      Organizer/Promoter shall assume and perform all organizational and
         promotional activities for each Event except as otherwise provided
         herein, including but not limited to business organization, promotional
         activity, management, marketing, general affairs, selling tickets,
         track maintenance and accommodations of the press, and further
         understands and agrees that CART disclaims any warranty expressed or
         implied, as to the potential success of any Event organized hereunder.


12.      Organizer/Promoter shall organize and promote the races hereunder as
         major motor racing events. Organizer/Promoter shall have the right to
         on-site track entitlement, and revenues therefrom. On-site entitlement
         is to designate the title/name of the Champ Car race and all CART
         sanctioned support activities at the venue, subject to CART approval
         which shall not be unreasonably withheld. Such title sponsorships must
         not conflict with CART Series sponsors (presently


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         FedEx) or co-Series sponsors. All media releases, public announcements
         and public disclosures by either party or its employees or agents
         relating to this Agreement, including but not limited to promotional or
         marketing material, but not including any announcement intended solely
         for internal distribution at either party or any disclosure required by
         legal, accounting or regulatory requirements beyond the reasonable
         control of the disclosing party, shall be coordinated with and approved
         by the other in writing prior to the release thereof.


13.      A.       CART hereby grants Organizer/Promoter the non-exclusive
                  right to use the names and logos of CART and the FedEx
                  Championship Series in its promotion of each Event during the
                  term hereof, in accordance with all provisions contained in
                  this Agreement. Any logo, design, mark or representation made,
                  formulated, or developed in conjunction with such Event shall
                  be subject to the prior written approval of CART.

         B.       Organizer/Promoter shall display in all advertising and
                  publicity material including but not limited to news releases,
                  posters, banners, program covers, brochures, tickets, passes,
                  credentials and print and television advertising relating to
                  each Event the phrase: "FedEx Championship Series" and the
                  Series logo (as approved and supplied by CART). CART reserves
                  the right to change such phrase and logo.

         C.       Organizer/Promoter shall include in its display of the Series
                  name and logo the symbol (R) to indicate that they are
                  registered marks. A sheet of camera ready art depicting these
                  logos shall be provided by CART. Further, in promoting and
                  advertising each Event, Organizer/Promoter shall promote the
                  Competition as a part of the FedEx Championship Series or as
                  otherwise designated by CART. Organizer/Promoter shall provide
                  such verification of compliance with the provisions contained
                  in this Paragraph 13 as CART may reasonably request.

         D.       Organizer/Promoter shall not use the names, logos or
                  trademarks of CART or any Series sponsor for any purpose other
                  than as herein defined.

         E.       Upon the expiration or termination of this Agreement for any
                  reason, Organizer/Promoter shall cease and desist any and all
                  use of the names, logos or trademarks of CART or any Series
                  sponsor or any colorable imitation, variation or adaptation
                  thereof.

         F.       CART and Organizer/Promoter shall at CART's expense promptly
                  take such action as may be necessary to protect the names,
                  logos and trademarks of CART, the Series, and the Series
                  sponsors against any infringement or threatened infringement
                  or any common law "passing off".


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         G.       The trademarks, trade names, logos, label designs, product
                  identification and artwork of each party as referred to herein
                  (collectively "Trademarks") shall remain the property of such
                  party. Any and all rights in each party's Trademarks under
                  trademark or copyright law or other property rights shall
                  inure to the benefit of and be the exclusive property of such
                  party. Neither party shall file any application for
                  registration of the other's Trademarks or other intellectual
                  property or any marks or works similar thereto.


14.      A.       Organizer/Promoter agrees that each Competition shall be
                  organized, approved by CART and conducted in accordance with
                  all applicable statutes, ordinances, regulations or other
                  requirements of any government authority, the FIA (CART shall
                  determine in its sole discretion the applicability of FIA
                  requirements), and the CART Rule Book as amended from time to
                  time and as the same may be modified or supplemented by any
                  other rules, regulations, bulletins or releases that may be
                  applicable to such Competition. CART reserves the right to
                  terminate this Agreement at any time without further liability
                  for failure of Organizer/Promoter to abide by said
                  requirements, regulations, rules, or the terms and conditions
                  of this Agreement, by so notifying Organizer/Promoter in
                  writing, upon a five (5) day notice of default/opportunity to
                  cure, unless the circumstances of the default mandate a more
                  immediate cure, or do not warrant any cure period. CART shall
                  notify Organizer/Promoter in writing of any alleged default
                  and Organizer/Promoter shall have five (5) days after receipt
                  of such notice to cure the default, provided, however, if the
                  nature of the default is such that it cannot reasonably be
                  cured within five (5) days, Organizer/Promoter shall not be
                  deemed to be in default if it commences the cure within such
                  five (5) day period and thereafter completes the curative
                  action within a reasonable time. Organizer/Promoter
                  acknowledges receipt of a copy of the CART Rule Book.

         B.       Organizer/Promoter shall be responsible for any licensing
                  fees, bonds, permits, or any other enabling documents and any
                  associated costs required by any government agencies as
                  related to any or all Event matters.


15.      Organizer/Promoter represents and warrants that it has or will have
         sole control of the track and of the premises upon which the track is
         located, including all facilities thereon, and that Organizer/Promoter
         has full authority to conduct each Event thereon as provided for herein
         for the defined scheduled term of each Event.


16.      A.       Organizer/Promoter shall provide at its expense during each
                  Event the


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                  track or race course which must meet or exceed the safety
                  requirements of CART and the FIA and all facilities in
                  good repair and ready for use, and Organizer/Promoter shall
                  permit CART or its insurance broker or other designated
                  representative, and the FIA to inspect the track, race course
                  and/or facilities before, during and after each Event. Except
                  as provided in Paragraph 16C, all repairs deemed necessary in
                  order for the track to meet CART and/or FIA safety
                  requirements must be made at Organizer/Promoter's expense and
                  the failure to make the necessary repairs may result in the
                  postponement or cancellation of such Event, in CART's sole
                  discretion. The track site, design and condition shall be
                  subject to review and approval by CART and the FIA.
                  Organizer/Promoter and CART shall consult with one another on
                  the layout and design of the track, including but not limited
                  to the pit area, safety barriers, retention systems, and other
                  facilities for the Competition.

         B.       Annually, seven (7) months prior to the next Event,
                  Organizer/Promoter shall submit an engineering drawing(s) of
                  proposed changes to the race circuit and other facilities for
                  CART's approval. CART will have thirty (30) days to
                  acknowledge approval or request changes. Such drawings are to
                  be treated as confidential, for use by CART as contemplated
                  under this Agreement, and shall not be copied, disseminated
                  (without Organizer/Promoter's prior consent, which shall not
                  be unreasonably withheld), or used for any commercial purpose,
                  subject to any required disclosure pursuant to Paragraph 45
                  below. CART shall have the right to inspect the circuit for
                  the purpose of verifying that the circuit is being constructed
                  in accordance with the drawings as submitted and approved.
                  Within sixty (60) days after the execution of this Agreement,
                  CART and Organizer/Promoter shall mutually agree on the
                  specific track and facility improvements to be implemented for
                  the first Event covered by this Agreement, and a written
                  summary thereof shall be prepared and appended hereto.
                  Thereafter, a similar process shall occur within sixty (60)
                  days following each Event, in respect to improvements or
                  adjustments to be implemented for the following year's Event.

         C.       Any changes to the safety system requested by CART will be
                  identified and communicated by CART to Organizer/Promoter
                  within one hundred twenty (120) days after the conclusion of
                  each Event hereunder. Absent unforeseeable supervening
                  circumstances, the parties agree that the cost of such changes
                  to be implemented for any Event hereunder shall not exceed ten
                  percent (10%) of the Organization and Rights Fee for such
                  Event. The foregoing cost limitation shall be construed to
                  exclude Organizer/Promoter's capital improvements/investments
                  (i.e., fencing, barriers, gravel traps, etc.), as well as
                  changes to the safety system requested by any third party
                  (i.e., not mandated by CART).


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         D.       Organizer/Promoter shall be responsible for compliance with
                  all environmental issues associated with this Event.


17.      A.       Organizer/Promoter shall provide at its expense such
                  facilities as CART deems adequate for the use of CART
                  personnel and those directly associated with the Event,
                  including but not limited to race control facilities, garage
                  areas, team and supplier work areas, facilities for
                  participant registration, television, scoring, race car
                  inspection, compiling and distributing media information, a
                  media work area, and facilities and services as may be
                  reasonably required by those who supply products and/or
                  services for the Event. Further details of these and other
                  operational and facility requirements of Organizer/Promoter
                  are agreed to as outlined in SCHEDULE A attached hereto and
                  made a part hereof. Failure to comply with all applicable
                  requirements may result in a fine, which may be levied by CART
                  in its sole discretion, subject to a reasonable notice of
                  default/opportunity to cure. Such fine shall be reasonably
                  related to the magnitude of the requirement(s) with which
                  Organizer/Promoter failed to comply, and any fine in excess of
                  Fifty Thousand ($50,000.00) Dollars shall be subject to the
                  appeal provisions set forth in the CART Rule Book.

         B.       Organizer/Promoter at its expense shall provide, install and
                  maintain the equipment necessary to operate CART's Timing and
                  Scoring system, in accordance with the specifications supplied
                  by CART and its timing and scoring provider, including on
                  street courses the annual set up and tear down of all antennas
                  and cabling. Organizer/Promoter will provide CART's timing and
                  scoring provider or sponsor, free of charge at the
                  start/finish line, on the Timing and Scoring structure and at
                  least one other prominent location, space to affix and display
                  the logo and/or officially designated status of CART's timing
                  and scoring provider or sponsor. Organizer/Promoter shall not
                  sell or secure any timekeeping and/or watch sponsorship which
                  would be in effect during any CART Event. In the event
                  Organizer/Promoter intends to sell signage to a watch company
                  (i.e., not in connection with a timekeeping or watch
                  sponsorship), Organizer/Promoter may do so provided that CART
                  is given prior written notice, and any such watch company
                  signage shall be located at least one hundred (100) meters
                  from any signage related to CART's timing and scoring provider
                  or sponsor and further provided that such company shall not be
                  granted official sponsor, supplier, or comparable designation
                  rights or status in conjunction with any Event hereunder.


18.      Organizer/Promoter shall at its expense furnish all facilities,
         personnel, equipment, security, and services for accommodating and
         controlling the public


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         during each Event, for whose safety and comfort Organizer/Promoter is
         solely responsible and liable.


19.      A.       Organizer/Promoter shall provide at its expense all necessary
                  personnel as required by CART for the conduct of each
                  Competition hereunder(other than the CART staff and
                  officials), and Organizer/Promoter shall assume all the
                  responsibilities pertaining to workers, volunteers and
                  subcontractors necessary to properly staff the facility for
                  the purposes of the Competition and the public for each Event
                  weekend.

         B.       CART and Organizer/Promoter shall mutually agree to a
                  communications plan, to be provided at Organizer/Promoter's
                  expense. Such Plan shall include translators and translations
                  as may be reasonably requested by CART and its teams, for
                  their operations while in Mexico and the conduct of each
                  Competition.


20.      Organizer/Promoter at its expense shall obtain and maintain insurance
         for each Event and all scheduled activities with an insurance company
         approved by CART. Such insurance must conform to the minimum coverages,
         specifications, limits, etc., as set forth in SCHEDULE B attached
         hereto and made a part hereof. If Organizer/Promoter fails to maintain
         such policies with the required minimum coverage throughout the Event,
         CART may cancel such Event immediately with prior notice to
         Organizer/Promoter, subject to a reasonable notice of
         default/opportunity to cure, or CART may, in its discretion, obtain the
         required insurance from an approved insurance company, with acceptable
         terms, at Organizer/ Promoter's expense.


21.      Only those individuals approved by CART or Organizer/Promoter,
         including but not limited to appropriate staff and officials of CART
         and Organizer/Promoter, drivers and other crew members and necessary
         fire, wrecker, ambulance and security crews, shall have access to or be
         allowed in the paddock, garage and pit areas, the racing surface, and
         other areas to which admission by the general public is normally
         prohibited during the Event, and Organizer/Promoter shall be solely
         responsible and provide sufficient security personnel in such areas to
         enforce this provision at all times during each Event. Such access must
         be in compliance with the CART Rule Book and may not interfere with or
         adversely affect the Competition.


22.      Organizer/Promoter shall honor CART's Unified Credential System and
         shall comply with the facility access provisions implemented by CART,
         as set forth in


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         SCHEDULE C attached hereto and made a part hereof, and as the same may
         be amended by future discussions and concurrence between CART and its
         race promoters through the promoter group.


23.      A.       CART shall have the exclusive right to contract out or to take
                  or cause to be taken by others, make, broadcast, rebroadcast,
                  use, reproduce, transmit, copyright, sell, license or
                  otherwise dispose of for any purpose whatsoever, television
                  pictures, sound film and tape, motion pictures, still
                  photographs, illustrations, graphics, electronic images and
                  sound of each Event, by any and all means, uses and media, now
                  known or hereafter developed, and the right to use the track
                  PA system audio on the CART web site CART.com. CART shall
                  retain all United States national, international and local
                  broadcast rights including broadcast television, cable and
                  radio. Organizer/Promoter will assure that the presence of
                  personnel and equipment for these or similar purposes shall
                  not be inconsistent with the rights of CART herein provided
                  and shall not interfere or conflict with the exercise of any
                  such rights by CART as herein provided.

         B.       CART shall have the non-exclusive right to market for any
                  commercial purposes the name, identity, layout, likeness,
                  appearance, signage and logo(s) of the track, on a composite
                  basis with other tracks where CART races are conducted,
                  provided, however, that any use of such images for commercial
                  product licensing purposes shall be pursuant to a separate
                  licensing agreement to be negotiated.

         C.       Organizer/Promoter shall be entitled to receive footage and
                  photographs for promotional purposes, subject to the then
                  prevailing production cost.

         D.       The parties recognize that Mexican television rights related
                  to the Series are currently subject to third party contractual
                  requirements. Subject to the foregoing, the parties
                  acknowledge Organizer/Promoter's desire to acquire such
                  rights, and the issue of such future Mexican television rights
                  is, therefore, deferred for future good faith negotiations if
                  such rights are ultimately available.

24.      Organizer/Promoter recognizes and acknowledges that CART has entered or
         intends to enter into a television contract with a United States
         national broadcast or United States cable network and international
         networks for the coverage of each Competition hereunder.

         A.       Detailed operational and facility requirements of
                  Organizer/Promoter in respect to television and other on-site
                  media are identified in SCHEDULE A.


                                       12
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Monterrey Promoter Agreement
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         B.       CART has arranged with the television production companies
                  (subject to network approval) to provide the video portion of
                  the program feed from the mobile unit to Organizer/Promoter,
                  so that Organizer/Promoter may feed the video signal as a
                  courtesy to the medical center, stewards trailer (with
                  monitor), CART business center, operations trailer (with
                  monitor), media center and hospitality suites. This feed is
                  limited to on-site press and hospitality use only. Any other
                  feeds to hotels, bars, or other establishment(s) whether
                  on-site or off, are strictly prohibited, unless approved in
                  writing by CART or the television production company.
                  Organizer/ Promoter shall be responsible for the installation
                  and maintenance of appropriate cable originating at the
                  television compound which will then feed the system.
                  Maintenance and operation of the system is the sole
                  responsibility of Organizer/Promoter.

         C.       CART and Organizer/Promoter agree that it is in the best
                  interest of the sport, its promoters and sponsors to have the
                  same on-site and United States television title sponsor. CART
                  and Organizer/Promoter recognize and agree that all United
                  States television entitlements are derived from a privilege
                  granted by the United States television network and are
                  subject to United States network approval. In the event
                  Organizer/Promoter provides CART with a United States
                  television entitlement sponsor, such sponsor must agree to:
                  (i) purchase one (1) of several commercial unit package
                  options for either United States network or cable coverage to
                  be published by CART or its designee each year, (ii) enter
                  into a negotiated agreement with CART or its designee, or
                  (iii) guarantee a payment for entitlement in return for which
                  Organizer/Promoter will receive eight (8) thirty (30) second
                  commercial units to package with its on-site title. The
                  published rate option packages and payment option will be made
                  available to Organizer/Promoter at least one (1) year in
                  advance.

         D.       Organizer/Promoter may, at its option, and subject to approval
                  by CART or its designee and the appropriate network, elect to
                  guarantee over-the-air United States broadcast network
                  coverage of its Event. In this event Organizer/Promoter will
                  be required to provide a United States television title
                  sponsor subject to: (i) purchase of one (1) of several
                  published minimum commercial unit packages, (ii) enter into a
                  negotiated agreement with CART or its designee, or (iii)
                  guarantee a payment for entitlement to be determined each
                  year. In the payment option (iii) Organizer/Promoter will
                  receive eight (8) thirty (30) second units in the telecast to
                  package with its on-site title.

         E.       In the event Organizer/Promoter elects not to provide CART
                  with a United States television entitlement sponsor or to
                  guarantee over-the-air United States broadcast network
                  coverage, then CART or its designee shall have the option to
                  secure a United States television entitlement sponsor which


                                       13
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Monterrey Promoter Agreement
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                  need not be the same as the on-site entitlement sponsor.

         F.       CART and Organizer/Promoter agree that the policies and terms
                  set forth as a condition of both United States and
                  international television coverage of this Event may change
                  from time to time, and, therefore, the United States and
                  international television agreement may supersede portions of
                  this Agreement. In the event that the United States and
                  international television agreement supersedes a portion of
                  this Agreement, CART will immediately notify
                  Organizer/Promoter and work toward a mutually agreed upon
                  solution.


25.      Organizer/Promoter recognizes and acknowledges that CART has the right
         to contract for official sponsors for the FedEx Championship Series,
         which need not coincide with specific Event sponsors, as well as to
         grant other official product designations on a Series wide basis, in
         CART's sole discretion.


26.      A.       CART or its designee shall have the exclusive right to provide
                  any and all pace cars throughout the entire Event. In
                  addition, only pace cars provided by CART or its designee
                  shall be allowed to participate in the parade laps immediately
                  preceding the start of the Champ Car race. Further details of
                  these and other responsibilities of Organizer/Promoter to CART
                  and/or a co-Series sponsor to be designated by CART are agreed
                  to as outlined in SCHEDULE D attached hereto and made a part
                  hereof.

         B.       The Events shall be included in the FedEx Series sponsorship
                  and marketing program, in each year such Event(s) are
                  conducted pursuant to this Agreement, including extensions
                  and/or renewals thereof, up to and including the year 2001,
                  provided the FedEx Series Sponsorship Agreement is then in
                  full force and effect, or longer if such Agreement is
                  extended, provided, however, CART may terminate such
                  participation as of December 31, 2000, upon notice to
                  Organizer/Promoter of such intent by July 1, 2000. Other than
                  the provisions of SCHEDULE G (FedEx Series Marketing and
                  Sponsorship Program), such termination by CART as provided in
                  the proceeding sentence shall have no impact on the terms of
                  this Agreement. Details of the FedEx sponsorship and marketing
                  program and the responsibilities of Organizer/Promoter to
                  FedEx are agreed to as outlined in SCHEDULE G attached hereto
                  and made a part hereof.


27.      A.       Organizer/Promoter agrees that the scheduled CART sanctioned
                  activities during each Event shall have priority over any
                  other race or other activity scheduled during such Event.
                  Organizer/Promoter will not schedule any supporting races,
                  tests, or ancillary activities on the same day as


                                       14
<PAGE>   16
Monterrey Promoter Agreement
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                  registration or inspection, or on any other day during an
                  Event, without prior written approval of CART. Further details
                  of these and other scheduling considerations/requirements are
                  agreed to as outlined in SCHEDULE E attached hereto and made a
                  part hereof.

         B.       Organizer/Promoter acknowledges that current CART regulations
                  prohibit testing by CART teams at facilities outside the North
                  American continent and agrees to abide by this regulation.


28.      CART shall conduct grid/pre-race activities which shall include but are
         not limited to the pole awards, other contingency award activities,
         driver introductions, etc.


29.      CART shall maintain control of the Victory Circle location, facilities
         and proceedings. Details of these proceedings and the requirements of
         Organizer/Promoter in regard thereto are agreed to as outlined in
         SCHEDULE F attached hereto and made a part hereof.


30.      CART shall have reasonable access to the PA system in order for CART to
         fulfill its contractual obligations to its sponsors and inform
         participants and spectators of activities during the Event.


31.      A.       CART or its licensed representative, shall have the right to
                  sell official licensed CART merchandise from its own temporary
                  concession facility and/or a facility supplied by the
                  Organizer/Promoter as determined by CART. Official Event
                  Concessionaire locations notwithstanding, CART or its licensed
                  representative shall be given first choice for any and all of
                  its vendor locations which shall be in a prominent,
                  high-traffic location, generally near the paddock area. CART
                  or its licensed representative shall pay to the
                  Organizer/Promoter for each location including associated
                  credentials and any required services, the lesser of the then
                  current market price or a single fee of One Thousand Five
                  Hundred ($1,500.00) Dollars. Sales information shall be
                  confidential and proprietary property of CART or its licensed
                  representative.

         B.       Selected items of CART merchandise, at the discretion of CART,
                  may be offered to the Organizer/Promoter for sale in its
                  concession facilities at terms to be agreed upon by the
                  parties in writing in advance.

         C.       Organizer/Promoter shall include at its cost a CART Licensed
                  Products advertisement in the official race program. Camera
                  ready art shall be provided by CART or its licensed
                  representative.


                                       15
<PAGE>   17
Monterrey Promoter Agreement
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         D.       CART and Organizer/Promoter shall negotiate in good faith for
                  the manufacture and distribution by CART licensees of
                  merchandise bearing the marks of both CART and the Event. Such
                  cross-licensed merchandise may be offered for sale through
                  CART and Organizer/Promoter controlled vendor locations as
                  agreed upon by the parties. CART licensees shall also have the
                  opportunity to sell such cross-licensed merchandise to
                  off-track retailers.

         E.       CART logos and trademarks including but not limited to all
                  Series logos and marks, sanctioning body logos and marks, and
                  any other CART or CART related logos and marks may not be used
                  by Organizer/Promoter on any merchandise whatsoever without
                  express advance written approval of CART.

         F.       It is Organizer/Promoter's responsibility to insure that any
                  and all concessions and/or merchandise is properly licensed.
                  In the event that CART discovers any unlicensed products, it
                  will have the right to take appropriate action in its sole
                  discretion.

         G.       All CART Champ Car teams will be afforded the opportunity to
                  sell merchandise within the confines of the race facility. All
                  teams will be in a prominent, high-traffic location.
                  Participating teams will pay a rights fee for the location,
                  which fee shall be (i) consistent with the then current market
                  price and (ii) no less favorable than the terms and conditions
                  provided to other vendors located within the same area.

         H.       This Section 31 shall supersede all related terms of the
                  Organizer/Promoter's standard Vendor Agreement.


32.      In conjunction with the CART Winner's Circle Club, Organizer/Promoter
         shall provide at its expense:

         A.       Limited access to restricted areas for club members during
                  group tours and club functions.

         B.       Inclusion of a CART Winner's Circle Club advertisement in the
                  official race program. Camera ready art shall be provided by
                  CART or its designee.

         C.       Covered facility for meetings with a proper PA system (size to
                  be specified by CART).


33.      Organizer/Promoter shall cooperate with CART in its spectator research
         efforts,


                                       16
<PAGE>   18
Monterrey Promoter Agreement
March 28, 2000
Draft #4

         including but not by way of limitation allowing CART representatives
         access to spectators for personal interviews and questionnaire
         distribution and inclusion of a CART questionnaire in the official race
         program, for which camera ready art will be provided. The results of
         such research shall be made available without cost to Organizer/
         Promoter.


34.      A.       In addition to the FedEx Series sponsorship and marketing
                  program, CART shall have the right to designate up to seven
                  (7) exclusive sponsorships utilizing the following
                  entitlements to be provided by Organizer/Promoter for each
                  sponsorship at no cost to CART except as otherwise stated:

                           -        Series-wide product category exclusivity;
                           -        Twenty Thousand ($20,000.00) Dollar
                                    hospitality credit which can be applied to
                                    facility, food and beverage;
                           -        Acknowledgment by Organizer/Promoter as an
                                    Event sponsor, with such recognition to
                                    include all entitlements normally afforded
                                    an associate Event sponsor;
                           -        Inclusion in the Event press kit;
                           -        One full page, four-color advertisement in
                                    the Event souvenir program;
                           -        One page of editorial in the Event souvenir
                                    program;
                           -        One 40' x 40' expo/sampling space;
                           -        Twenty (20) big screen messages (street
                                    courses only);
                           -        Twenty (20) public address announcements
                                    over Event weekend;
                           -        One Hundred (100) grandstand admission
                                    tickets;
                           -        One Hundred (100) restricted area
                                    credentials;
                           -        Track side signage, which receives
                                    significant exposure to the global audience;
                                    CART and Organizer/Promoter to agree on size
                                    and placement;

                  All costs associated with the design and production of the
                  advertising page and wall signs shall be borne by Sponsor. For
                  each such sponsorship sold by CART, Organizer/Promoter shall
                  receive One Hundred Thousand ($100,000.00) Dollars in return
                  for the above listed entitlements. The parties acknowledge the
                  following categories represent acceptable potential
                  sponsorships:

                           -        payment systems
                           -        confectionery
                           -        snacks
                           -        film
                           -        camera


                                       17
<PAGE>   19
Monterrey Promoter Agreement
March 28, 2000
Draft #4


                           -        electronics (i.e., television, hi-fi, audio,
                                    etc.)
                           -        long distance

                  Exclusive of FedEx and MCI (or its Mexico affiliate),
                  Organizer/Promoter shall have the right to market the race to
                  sponsors in the exclusive marketing categories so long as CART
                  has not secured Series wide sponsorship in that category six
                  (6) months prior to an Event hereunder. Organizer/Promoter
                  shall promptly notify CART of any proposed sponsorship
                  involving one of the released categories, and may proceed
                  further with such sponsorship only if CART does not then have
                  consummated or pending (subject to consummation within thirty
                  (30) days) the sale of the category Series wide. Further,
                  Organizer/Promoter shall negotiate with CART and such proposed
                  sponsor in good faith for a reasonable period of time to
                  secure the participation of such sponsor in the Series, either
                  on a Series wide basis, or with respect to some or all
                  individual Series races. If after a reasonable period of good
                  faith negotiations, no such arrangement is achieved, then
                  Organizer/Promoter may proceed with such sponsor with respect
                  to one or more Events hereunder. Upon the conclusion of the
                  last Event subject to such agreement with Organizer/Promoter,
                  the category shall again become subject to the above
                  provisions.

         B.       Organizer/Promoter shall provide CART with two (2) pages in
                  the Event Program without charge for CART's own use. CART's
                  placement of advertising within the Program shall be sensitive
                  to Organizer/Promoter's existing commercial and promotional
                  relationships.

         C.       Organizer/Promoter recognizes that each participating team has
                  a race sponsor. Organizer/Promoter agrees that each team may
                  place its team name and sponsor(s) on both sides of the wall
                  in the team's assigned pit box, subject to applicable
                  governmental laws and regulations.


35.      Organizer/Promoter shall provide CART at no cost a preferred location
         pit row suite or other mutually agreed upon hospitality provisions for
         not less than forty (40) guests per day. Hospitality provisions will
         include food and beverage (alcoholic and non-alcoholic) as associated
         with pit suite participation.


36.      If appropriate as determined by CART in its sole discretion, each
         Competition shall appear on the FIA calendar as a full international
         FIA event. Organizer/Promoter agrees to file this listing through CART
         and reimburse CART for all applicable listing fees. In addition,
         Organizer/Promoter agrees to pay through CART the applicable National
         Motorsports Council assessments, as determined by the Council's
         Executive Committee.


                                       18
<PAGE>   20
Monterrey Promoter Agreement
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37.      Organizer/Promoter agrees to indemnify and hold harmless CART, its
         directors, officials and officers, participants, agents and employees,
         members and sponsors from any and all liabilities including liability
         resulting from negligence of the same and all costs and expenses,
         including attorneys fees incurred in the defense thereof, asserted or
         imposed upon CART, its directors, officials, official representatives,
         employees, officers, members and sponsors arising out of or as a result
         of an Event hereunder, directly or indirectly, and whether any such
         claim or liability arises before, during or after the Event.


38.      Organizer/Promoter agrees not to take any action adverse to the
         interest of CART and, in consideration of the acceptance and approval
         of this application, releases and discharges CART and its officials and
         representatives from all liability for personal injury that may be
         received, and from all claims and demands for damages to real or
         personal property or to any person growing out of or resulting from an
         Event hereunder, whether caused by any construction or condition or any
         track or track equipment, cars or debris, or resulting from any act or
         failure of any official or any person assisting the officials serving
         in connection therewith.


39.      Nothing contained herein shall be construed to place CART in the
         relationship of a partner or joint venturer with Organizer/Promoter,
         and Organizer/Promoter shall have no power to obligate or bind CART in
         any manner whatsoever other than as specifically provided for herein.
         Neither party undertakes by this Agreement to perform any obligations
         of the other, whether regulatory or contractual, or to assume any
         responsibility for the other's business or operations.


40.      A.       The validity, interpretation and construction of this
                  Agreement shall be governed and construed by the laws of the
                  State of Michigan.

         B.       In the event a dispute arises under this Agreement which
                  cannot be resolved, such dispute shall be submitted to
                  arbitration and resolved by a single arbitrator (who shall be
                  a lawyer) in accordance with the Commercial Arbitration Rules
                  of the American Arbitration Association then in effect. All
                  such arbitration shall take place at the office of the
                  American Arbitration Association located in Southfield,
                  Michigan. The award or decision rendered by the arbitrator
                  shall be final, binding, and conclusive and judgment may be
                  entered upon such award by any court.


41.      This Agreement is not transferable or assignable. Any transfer or
         assignment in


                                       19
<PAGE>   21
Monterrey Promoter Agreement
March 28, 2000
Draft #4


         violation of this provision shall be void. A transfer of more than
         forty-nine (49%) percent of the voting stock or other controlling
         interest in Organizer/Promoter, in one or more transactions (other than
         to the legal spouse, heirs, next-of-kin or estate of a deceased
         transferor, or a deceased principal of a transferor), without CART's
         prior written approval, is deemed to constitute a transfer. A transfer
         of less than forty nine (49%) percent may also constitute a transfer
         for such purposes, if coupled with the imposition of super majority
         voting requirements, so as to effectively result in a change in
         controlling interest. In the event that a prohibited transfer or
         assignment is attempted, such action will not be effective, and CART
         may elect to terminate this Agreement effective immediately.


42.      Any notice or written communication required or permissible hereunder
         shall be sent by registered mail (or certified mail with return
         receipt), postage prepaid, addressed as follows:

<TABLE>

<S>                                                  <C>
         To CART:                                    To Organizer/Promoter:

         Championship Auto Racing Teams, Inc.        Monterrey Grand Prix, 5. de R.L. de C.V.
         755 W. Big Beaver Road, Suite 800           c/o 301 W. Michigan Avenue
         Troy, MI 48084                              Jackson, MI 49201
</TABLE>


 43.     A.       This Agreement (including the Schedules annexed hereto)
                  contains the entire agreement of the parties hereto and no
                  representations, inducements, promises, or agreements, oral or
                  otherwise, not embodied herein shall be of any force or
                  effect. This Agreement may be modified only upon the written
                  consent of the parties hereto.

         B.       No waiver by either party, whether expressed or implied, of
                  any provision of this Agreement or any breach or default shall
                  constitute a continuing waiver thereof.

         C.       Except as specifically otherwise stated, each and every of the
                  rights, remedies and benefits provided by this Agreement shall
                  be cumulative, and shall not be exclusive of any other said
                  rights, remedies and benefits, or of any other rights,
                  remedies and benefits allowed by law.

         D.       If any provision in this Agreement is held to be invalid or
                  unenforceable, it shall be ineffective only to the extent of
                  the invalidity, without affecting or impairing the validity
                  and enforceability of the remainder of the provision or the
                  remaining provisions of this Agreement.


                                       20
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Monterrey Promoter Agreement
March 28, 2000
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44.      The parties acknowledge the importance of each party's reputation, good
         will and public image and, accordingly, agree to maintain and enhance
         such image by restraining from taking any action contrary to the best
         interest of either party, or detracting from the reputation of either
         party. Each party shall refrain from making any statements about the
         other party that adversely affects, casts in an unfavorable light, or
         otherwise maligns the business or reputation of such other party or any
         of its principals.


45.      At all times, the terms and conditions of this Agreement are
         confidential to CART, Organizer/Promoter, their parent companies and
         their respective subsidiaries, and shall not be disclosed to any other
         entity or individual without the other party's prior written consent.
         Notwithstanding the foregoing, disclosure may be made if necessary to
         enforce a party's rights under this Agreement, or if required by any
         securities or other law or regulation or by a governmental agency, in
         which case any and all documents, information, or materials disclosed
         shall be marked "confidential" and such party shall seek confidential
         treatment of such information.


46.      A.       Organizer/Promoter and CART agree to consult, assist, and
                  coordinate with the applicable Mexican/United States customs
                  services, taxation, provincial, state, local government or
                  other authorities to facilitate the entry into Mexico of the
                  participating racing team members as well as the CART
                  officials and staff members, and the exportation from the
                  United States, the importation into Mexico, the exportation
                  from Mexico and the importation into the United States, of the
                  race cars and all related equipment and other items necessary
                  for temporary use in Mexico in respect of the events to be
                  conducted under this Agreement. Further in this regard, CART
                  shall cooperate and comply with, and cause each racing team
                  and their respective members to cooperate and comply with all
                  directions, procedures, information, requests, etc., of the
                  above mentioned authorities.

         B.       Organizer/Promoter shall pay, when due, or secure the payment,
                  by means of a bond or other undertaking which shall be at
                  Organizer/Promoter's expense, of any customs duties, import or
                  export duties and sales or use tax or any other governmental
                  fee(s) which at any time are imposed, assessed, levied or
                  charged on or upon Organizer/ Promoter or CART or any team by
                  the Mexican customs service (or other agency) or the United
                  States Customs Service (or other agency) in respect of the
                  race cars and all related equipment and other items necessary
                  for temporary use in Mexico in respect of the Events to be
                  conducted under this Agreement, and shall provide to CART
                  within forty-five (45) days of the conclusion of the Event a
                  copy of the notice of


                                       21
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Monterrey Promoter Agreement
March 28, 2000
Draft #4


                  assessment of duties or taxes issued by the Mexican customs
                  service (or other agency) or the United States Customs Service
                  (or other agency) in respect thereof.


47.      The following Schedules are attached hereto, incorporated herein by
         reference as though set forth in their entirety in this Agreement, and
         labeled as follows:

                  SCHEDULE A - OPERATIONAL, MEDIA, AND OTHER FACILITY/SUPPLY
         REQUIREMENTS

                  SCHEDULE B - INSURANCE REQUIREMENTS

                  SCHEDULE C - UNIFIED CREDENTIAL SYSTEM AND FACILITY ACCESS
         PROVISIONS

                  SCHEDULE D - CO-SERIES SPONSOR AND OFFICIAL PACE CARS

                  SCHEDULE E - EVENT ACTIVITIES

                  SCHEDULE F - POST RACE PROCEDURES/ACTIVITIES

                  SCHEDULE G - FEDEX

         SPONSORSHIP AND MARKETING PROGRAM

Any person or organization having responsibility in the organization, promotion
or staging of any Competition, whether by contract or otherwise, shall co-sign
this Agreement and shall be jointly responsible hereunder. Organizer/Promoter
and the undersigned warrant and represent that Applicant has the full right and
authority to enter into and perform this Agreement, and that the execution and
delivery of this Agreement has been duly authorized by all necessary
governmental and/or corporate action.


Date:
      ----------------------------------------

      --------------------------------------------------------------------------
                                                       Applicant

      By:
         -----------------------------------------------------------------------

      Its:
          ----------------------------------------------------------------------

Date:
      -----------------------------------------

      --------------------------------------------------------------------------
                                                       Co-Signer's Signature




                                       22
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Monterrey Promoter Agreement
March 28, 2000
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                                  CART APPROVAL

         The foregoing application is hereby approved and accepted in accordance
with the terms stated therein.


Date: _______________________                     CART, Inc.

                                            By:
                                               --------------------

                                            Its:





                                       23